Common use of Guarantor Default Clause in Contracts

Guarantor Default. (a) The failure by the Guarantor to: (x) pay any Guarantor Payment (whether in cash or by the Bank drawing on the Pledged Letter of Credit) which failure is not cured within two (2) business days of the Guarantor’s receipt of written notice from the Company of such failure or (y) comply with the covenant set forth in Section 5.8 hereto shall constitute a “Key Default” hereunder. (b) Upon any Key Default by the Guarantor, the following shall occur immediately and automatically, provided that the Company shall provide Guarantor with written notice promptly upon learning of any such default: (a) the Warrant shall be cancelled; (b) the Company’s obligations to make payments to the Guarantor under Section 1.2(b) of this Agreement shall be terminated; and (c) the Company’s obligations under Section 6 to reimburse the Guarantor for Expenses shall be terminated. (c) Notwithstanding anything to the contrary in this Agreement, the Guarantor shall indemnify, defend and hold the Company harmless from and against all losses (including, without limitation, reasonable attorneys fees and court costs) incurred by the Company as a result of the Guarantor’s breach of any of its material obligations under this Agreement, including, but not limited to, a breach that results in a Key Default; provided, however, (z) in no event shall the Guarantor be liable to the Company for (A) any special, indirect or consequential damages; or (B) an amount in excess of $1,800,000 (the “Damages Cap”); provided, however, that if the Bank draws upon the Pledged CD, the amount liquidated by the Bank shall reduce the Damages Cap on a dollar for dollar basis.

Guarantor Default. (a) The failure by the Guarantor to: (x) pay any Guarantor Payment (whether in cash or by the Bank drawing on on, taking control of or foreclosing the Pledged Letter of Creditassets deposited into the Collateral Account) which failure is not cured within two (2) business days of the Guarantor’s receipt of written notice from the Company of such failure or (y) comply with the covenant set forth in Section 5.8 5.9 hereto shall constitute a “Key Default” hereunder. (b) Upon any Key Default by the Guarantor, the following shall occur immediately and automatically, provided that the Company shall provide Guarantor with written notice promptly upon learning of any such default: (a) the Warrant shall be cancelled; (b) the Company’s obligations to make payments to the Guarantor under Section 1.2(b) of this Agreement shall be terminated; and (c) the Company’s obligations under Section 6 to reimburse the Guarantor for Expenses shall be terminated. (c) Notwithstanding anything to the contrary in this Agreement, the Guarantor shall indemnify, defend and hold the Company harmless from and against all losses (including, without limitation, reasonable attorneys fees and court costs) incurred by the Company as a result of the Guarantor’s breach of any of its material obligations under this Agreement, including, but not limited to, a breach that results in a Key Default; provided, however, (z) in no event shall the Guarantor be liable to the Company for (A) any special, indirect or consequential damages; or (B) an amount in excess of $1,800,000 1.3 million (the “Damages Cap”); provided, however, ,that if the Bank draws upon liquidates all or any portion of the Pledged CDCollateral Account, the amount liquidated by the Bank shall reduce the Damages Cap on a dollar for dollar basis.

Guarantor Default. (a) The failure by the Guarantor to: (x) pay any Guarantor Payment (whether in cash or by the Bank drawing on the Pledged Letter of Credit) which failure is not cured within two (2) business days of the Guarantor’s receipt of written notice from the Company of such failure or (y) comply with the covenant set forth in Section 5.8 hereto shall constitute a “Key Default” hereunder. (b) Upon any Key Default by the Guarantor, the following shall occur immediately and automatically, provided that the Company shall provide Guarantor with written notice promptly upon learning of any such default: (a) the Warrant shall be cancelled; (b) the Company’s obligations to make payments to the Guarantor under Section 1.2(b) of this Agreement shall be terminated; and (c) the Company’s obligations under Section 6 to reimburse the Guarantor for Expenses shall be terminated. (c) Notwithstanding anything to the contrary in this Agreement, the Guarantor shall indemnify, defend and hold the Company harmless from and against all losses (including, without limitation, reasonable attorneys fees and court costs) incurred by the Company as a result of the Guarantor’s breach of any of its material obligations under this Agreement, including, but not limited to, a breach that results in a Key Default; provided, however, (z) in no event shall the Guarantor be liable to the Company for (A) any special, indirect or consequential damages; or (B) an amount in excess of $1,800,000 900,000 (the “Damages Cap”); provided, however, that if the Bank draws upon the Pledged CD, the amount liquidated by the Bank shall reduce the Damages Cap on a dollar for dollar basis.

Guarantor Default. (a) The failure by the Guarantor to: (x) pay any Guarantor Payment (whether in cash or by the Bank drawing on the Pledged Letter of Credit) which failure is not cured within two (2) business days of the Guarantor’s receipt of written notice from the Company of such failure or (y) comply with the covenant set forth in Section 5.8 hereto shall constitute a “Key Default” hereunder. (b) Upon any Key Default by the Guarantor, the following shall occur immediately and automatically, provided that the Company shall provide Guarantor with written notice promptly upon learning of any such default: (a) the Warrant shall be cancelled; (b) the Company’s obligations to make payments to the Guarantor under Section 1.2(b) of this Agreement shall be terminated; and (c) the Company’s obligations under Section 6 to reimburse the Guarantor for Expenses shall be terminated. (c) Notwithstanding anything to the contrary in this Agreement, the Guarantor shall indemnify, defend and hold the Company harmless from and against all losses (including, without limitation, reasonable attorneys fees and court costs) incurred by the Company as a result of the Guarantor’s breach of any of its material obligations under this Agreement, including, but not limited to, a breach that results in a Key Default; provided, however, (z) in no event shall the Guarantor be liable to the Company for (A) any special, indirect or consequential damages; or (B) an amount in excess of $1,800,000 900,000 (the “Damages Cap”); provided, however, that if the Bank draws upon the Pledged CD, the amount liquidated by the Bank shall reduce the Damages Cap on a dollar for dollar basis.. 7.2

Guarantor Default. (a) The failure by the Guarantor to: (x) pay any Guarantor Payment (whether in cash or by the Bank drawing on the Pledged Letter of Credit) which failure is not cured within two (2) business days of the Guarantor’s receipt of written notice from the Company of such failure or (y) comply with the covenant set forth in Section 5.8 hereto shall constitute a “Key Default” hereunder. (b) Upon any Key Default by the Guarantor, the following shall occur immediately and automatically, provided that the Company shall provide Guarantor with written notice promptly upon learning of any such default: (a) the Warrant shall be cancelled; (b) the Company’s obligations to make payments to the Guarantor under Section 1.2(b) of this Agreement shall be terminated; and (c) the Company’s obligations under Section 6 to reimburse the Guarantor for Expenses shall be terminated. (c) Notwithstanding anything to the contrary in this Agreement, the Guarantor shall indemnify, defend and hold the Company harmless from and against all losses (including, without limitation, reasonable attorneys fees and court costs) incurred by the Company as a result of the Guarantor’s breach of any of its material obligations under this Agreement, including, but not limited to, a breach that results in a Key Default; provided, however, (z) in no event shall the Guarantor be liable to the Company for (A) any special, indirect or consequential damages; or (B) an amount in excess of $1,800,000 600,000 (the “Damages Cap”); provided, however, that if the Bank draws upon the Pledged CD, the amount liquidated by the Bank shall reduce the Damages Cap on a dollar for dollar basis.. 7.2

Guarantor Default. (a) The failure by the Guarantor to: (x) pay any Guarantor Payment (whether in cash or by the Bank drawing on on, taking control of or foreclosing the Pledged Letter of Creditassets deposited into the Collateral Account) which failure is not cured within two (2) business days of the Guarantor’s receipt of written notice from the Company of such failure or (y) comply with the covenant set forth in Section 5.8 5.9 hereto shall constitute a “Key Default” hereunder. (b) Upon any Key Default by the Guarantor, the following shall occur immediately and automatically, provided that the Company shall provide Guarantor with written notice promptly upon learning of any such default: (a) the Warrant shall be cancelled; (b) the Company’s obligations to make payments to the Guarantor under Section 1.2(b) of this Agreement shall be terminated; and (c) the Company’s obligations under Section 6 to reimburse the Guarantor for Expenses shall be terminated. (c) Notwithstanding anything to the contrary in this Agreement, the Guarantor shall indemnify, defend and hold the Company harmless from and against all losses (including, without limitation, reasonable attorneys fees and court costs) incurred by the Company as a result of the Guarantor’s breach of any of its material obligations under this Agreement, including, but not limited to, a breach that results in a Key Default; provided, however, (z) in no event shall the Guarantor be liable to the Company for (A) any special, indirect or consequential damages; or (B) an amount in excess of $1,800,000 2.2 million (the “Damages Cap”); provided, however, that if the Bank draws upon liquidates all or any portion of the Pledged CDCollateral Account, the amount liquidated by the Bank shall reduce the Damages Cap on a dollar for dollar basis.. 7.2

Guarantor Default. (a) The failure by the Guarantor to: (x) pay any Guarantor Payment (whether in cash or by the Bank drawing on the Pledged Letter of Credit) which failure is not cured within two (2) business days of the Guarantor’s receipt of written notice from the Company of such failure or (y) comply with the covenant set forth in Section 5.8 hereto shall constitute a “Key Default” hereunder. (b) Upon any Key Default by the Guarantor, the following shall occur immediately and automatically, provided that the Company shall provide Guarantor with written notice promptly upon learning of any such default: (a) the Warrant shall be cancelled; (b) the Company’s obligations to make payments to the Guarantor under Section 1.2(b) of this Agreement shall be terminated; and (c) the Company’s obligations under Section 6 to reimburse the Guarantor for Expenses shall be terminated. (c) Notwithstanding anything to the contrary in this Agreement, the Guarantor shall indemnify, defend and hold the Company harmless from and against all losses (including, without limitation, reasonable attorneys fees and court costs) incurred by the Company as a result of the Guarantor’s breach of any of its material obligations under this Agreement, including, but not limited to, a breach that results in a Key Default; provided, however, (z) in no event shall the Guarantor be liable to the Company for (A) any special, indirect or consequential damages; or (B) an amount in excess of $1,800,000 600,000 (the “Damages Cap”); provided, however, that if the Bank draws upon the Pledged CD, the amount liquidated by the Bank shall reduce the Damages Cap on a dollar for dollar basis.

Guarantor Default. (a) The failure by the Guarantor to: (x) pay any Guarantor Payment (whether in cash or by the Bank drawing on on, taking control of or foreclosing the Pledged Letter of Creditassets deposited into the Collateral Account) which failure is not cured within two (2) business days of the Guarantor’s receipt of written notice from the Company of such failure or (y) comply with the covenant set forth in Section 5.8 5.9 hereto shall constitute a “Key Default” hereunder. (b) Upon any Key Default by the Guarantor, the following shall occur immediately and automatically, provided that the Company shall provide Guarantor with written notice promptly upon learning of any such default: (a) the Warrant shall be cancelled; (b) the Company’s obligations to make payments to the Guarantor under Section 1.2(b) of this Agreement shall be terminated; and (c) the Company’s obligations under Section 6 to reimburse the Guarantor for Expenses shall be terminated. (c) Notwithstanding anything to the contrary in this Agreement, the Guarantor shall indemnify, defend and hold the Company harmless from and against all losses (including, without limitation, reasonable attorneys fees and court costs) incurred by the Company as a result of the Guarantor’s breach of any of its material obligations under this Agreement, including, but not limited to, a breach that results in a Key Default; provided, however, (z) in no event shall the Guarantor be liable to the Company for (A) any special, indirect or consequential damages; or (B) an amount in excess of $1,800,000 2.2 million (the “Damages Cap”); provided, however, that if the Bank draws upon liquidates all or any portion of the Pledged CDCollateral Account, the amount liquidated by the Bank shall reduce the Damages Cap on a dollar for dollar basis.

Guarantor Default. (a) The failure by the Guarantor to: (x) pay any Guarantor Payment (whether in cash or by the Bank drawing on the Pledged Letter of Credit) which failure is not cured within two (2) business days of the Guarantor’s receipt of written notice from the Company of such failure or (y) comply with the covenant set forth in Section 5.8 hereto shall constitute a “Key Default” hereunder. (b) Upon any Key Default by the Guarantor, the following shall occur immediately and automatically, provided that the Company shall provide Guarantor with written notice promptly upon learning of any such default: (a) the Warrant shall be cancelled; (b) the Company’s obligations to make payments to the Guarantor under Section 1.2(b) of this Agreement shall be terminated; and (c) the Company’s obligations under Section 6 to reimburse the Guarantor for Expenses shall be terminated. (c) Notwithstanding anything to the contrary in this Agreement, the Guarantor shall indemnify, defend and hold the Company harmless from and against all losses (including, without limitation, reasonable attorneys fees and court costs) incurred by the Company as a result of the Guarantor’s breach of any of its material obligations under this Agreement, including, but not limited to, a breach that results in a Key Default; provided, however, (z) in no event shall the Guarantor be liable to the Company for (A) any special, indirect or consequential damages; or (B) an amount in excess of $1,800,000 750,000 (the “Damages Cap”); provided, however, that if the Bank draws upon the Pledged CD, the amount liquidated by the Bank shall reduce the Damages Cap on a dollar for dollar basis.